Common use of Casualty Proceeds Clause in Contracts

Casualty Proceeds. (a) Subject to Section 5.2.3(b), payments received on account of the business interruption insurance specified in Subsection 5.1.1(a)(iii) above shall be deposited directly into the Casualty and Condemnation Account. Notwithstanding the last sentence of Section 5.1.1(a)(iii) above, and provided that no Event of Default shall exist and remain uncured, proceeds received by Lender on account of business or rental interruption or other loss of income insurance specified in Section 5.1.1(a)(iii) above shall be (a) during the continuance of a Cash Trap Period, deposited by Lender into the Cash Management Account (in installments relating to the relevant period) to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant period, as determined by Lender in good faith and such proceeds shall be applied by Lender in accordance with Section 6.11 hereof and (b) provided that no Cash Trap Period is continuing, held by Lender and disbursed to Borrower (in installments relating to the relevant period) to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant period, as determined by Lender in good faith. All other such proceeds not reflecting a replacement for lost Rents shall be held by Lender and disbursed in accordance with Section 5.3 hereof. (b) Notwithstanding anything to the contrary contained herein, if in connection with a Casualty any insurance carrier makes a payment under a property insurance Policy that Borrower proposes be treated as business or rental interruption insurance, then, notwithstanding any designation (or lack of designation) by the insurance carrier as to the purpose of such payment, as between Lender and Borrower, such payment shall not be treated as business or rental interruption Insurance Proceeds unless Borrower has demonstrated to Lender’s satisfaction that the remaining Net Proceeds that will be received from the property insurance carriers are sufficient to pay 100% of the cost of fully restoring the Improvements or, if such Net Proceeds are to be applied repay the Loan in accordance with the terms hereof, that such remaining Net Proceeds will be sufficient to pay off the Loan in full.

Casualty Proceeds. (a) Subject to Section 5.2.3(b), payments received on account of the business interruption insurance specified in Subsection 5.1.1(a)(iii) above shall be deposited directly into the Casualty and Condemnation Account. Notwithstanding the last sentence of Section 5.1.1(a)(iii) above, and provided that no Event of Default shall exist have occurred and remain uncuredbe continuing, proceeds received by Lender on account of business or rental interruption or other loss of income insurance specified in Section 5.1.1(a)(iii) above shall be (a) during the continuance of a Cash Trap Period, deposited by Lender into the Cash Management Account (in installments relating to the relevant period) to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant period, as determined by Lender in good faith faith, and such proceeds shall be applied by Lender in accordance with Section 6.11 hereof and (b) provided that no Cash Trap Period is continuing, held by Lender and disbursed to Borrower (in installments relating to the relevant period) to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant period, as determined by Lender in good faithhereof. All other such proceeds not reflecting a replacement for lost Rents shall be held by Lender and disbursed in accordance with Section 5.3 hereof. (b) Notwithstanding anything to the contrary contained herein, if in connection with a Casualty any insurance carrier makes a payment under a property insurance Policy that Borrower proposes be treated as business or rental interruption insurance, then, notwithstanding any designation (or lack of designation) by the insurance carrier as to the purpose of such payment, as between Lender and Borrower, such payment shall not be treated as business or rental interruption Insurance Proceeds unless Borrower has demonstrated to Lender’s satisfaction that the remaining Net Proceeds that will be received from the property insurance carriers are sufficient to pay one hundred percent (100% %) of the cost of fully restoring the Improvements or, if such Net Proceeds are to be applied repay the Loan in accordance with the terms hereof, that such remaining Net Proceeds will be sufficient to pay off the Loan Debt in full.

Casualty Proceeds. (a) Subject to Section 5.2.3(b)All Cash or Cash Equivalents representing proceeds of insurance policies for the repair, payments received on account rebuilding or restoration of any of the business interruption insurance specified in Subsection 5.1.1(a)(iiiBorrower Group’s Properties as a result of a Casualty Event (the “Casualty Proceeds”) above (for collateral purposes) are hereby assigned by the Borrower to the Lenders, and the Agent shall have the right to collect any such payments, and such payments collected by the Borrower or Agent shall be deposited directly into in an account controlled by the Agent for the Lenders (the “Casualty Proceeds Account”). In the event of any Casualty Event, the Borrower shall deliver within ten (10) Business Days, a written report from an engineering firm acceptable to the Agent describing the nature of the Casualty and Condemnation Account. Notwithstanding Event, the last sentence nature of Section 5.1.1(a)(iii) aboveany restoration required, and provided that a good faith estimate of the cost of such restoration. While an Event of Default exists, the Agent may apply such Casualty Proceeds to the prepayment of the outstanding principal balance and accrued interest of the Loans and the other Indebtedness, whether or not such Indebtedness is then due and payable. If no Event of Default shall exist and remain uncuredexists, proceeds received by Lender on account of business or rental interruption or other loss of income insurance specified in Section 5.1.1(a)(iii) above shall be (a) during the continuance of a Cash Trap Period, deposited by Lender into the Cash Management Account (in installments relating to the relevant period) to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant period, as determined by Lender in good faith and such proceeds shall be applied by Lender disbursed from the Casualty Proceeds Account for such restoration in accordance with Section 6.11 hereof and (b) provided that no Cash Trap Period is continuing, held by Lender and disbursed to Borrower (in installments relating to the relevant period) to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant period, as procedures reasonably determined by Lender in good faiththe Agent consistent with construction loan funding principles. All other such proceeds not reflecting a replacement for lost Rents Notwithstanding the foregoing, if the Borrower determines that the Casualty Proceeds shall be held by Lender used for restoration and disbursed in accordance with Section 5.3 hereof. such Casualty Proceeds are less than One Hundred Thousand Dollars (b) Notwithstanding anything to the contrary contained herein$100,000), if in connection with a Casualty any insurance carrier makes a payment under a property insurance Policy that Borrower proposes be treated as business or rental interruption insurance, then, notwithstanding any designation (or lack of designation) by the insurance carrier as to the purpose of then such payment, as between Lender and Borrower, such payment amount shall not be treated as business deposited in the Casualty Proceeds Account, but shall be made available to the Borrower and the Borrower shall utilize such proceeds solely for repair, rebuilding or rental interruption Insurance Proceeds unless Borrower has demonstrated to Lender’s satisfaction that the remaining Net Proceeds that will be received from the property insurance carriers are sufficient to pay 100% restoration of the cost of fully restoring the Improvements or, if such Net Proceeds are to be applied repay the Loan in accordance with the terms hereof, that such remaining Net Proceeds will be sufficient to pay off the Loan in fullCasualty Event.

Casualty Proceeds. (a) Subject to Section 5.2.3(b), payments received on account Borrowers shall notify Administrative Agent promptly of the business interruption insurance specified in Subsection 5.1.1(a)(iii) above shall be deposited directly into commencement or threat of any Taking of the Casualty and Condemnation Account. Notwithstanding Projects or any portion thereof or of the last sentence occurrence of Section 5.1.1(a)(iii) above, and provided that no Event of Default shall exist and remain uncured, proceeds received by Lender on account of business or rental interruption or other loss of income insurance specified in Section 5.1.1(a)(iii) above shall be (a) during the continuance of a Cash Trap Period, deposited by Lender into the Cash Management Account (in installments relating any casualty with respect to the relevant period) to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant period, as determined by Lender in good faith and such proceeds shall be applied by Lender in accordance with Section 6.11 hereof and (b) provided that no Cash Trap Period is continuing, held by Lender and disbursed to Borrower (in installments relating to the relevant period) to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant period, as determined by Lender in good faith. All other such proceeds not reflecting a replacement for lost Rents shall be held by Lender and disbursed in accordance with Section 5.3 hereofany Project. (b) Subject to the provisions of Section 9.4 below, Administrative Agent may elect to collect, retain and apply against the Obligations of Borrowers under this Agreement or any of the other Financing Documents all proceeds of insurance resulting from any loss at any Project or of any Taking of all or any portion of a Project (individually and collectively referred to as "Casualty Proceeds") after deduction of all expenses of collection and settlement, including attorneys' and adjusters' fees and charges. If any insurance proceeds are paid by check, draft or other instrument payable to any Borrower and Administrative Agent jointly, such Borrower authorizes Administrative Agent to endorse such Borrower's name thereon and do such other things as Administrative Agent may deem advisable to reduce the same to cash. Administrative Agent is authorized and empowered, and each Borrower hereby irrevocably appoints Administrative Agent as its (or their) attorney-in-fact (such appointment is coupled with an interest), at Administrative Agent's option, to make or file proofs of loss or damage and to settle and adjust any claim under insurance policies which insure against such risks, or to direct Borrowers, in writing, to agree with the insurance carrier(s) on the amount to be paid in regard to such loss. Any Casualty Proceeds remaining after repayment of the Obligations shall be paid by Administrative Agent to Borrowers. (c) Notwithstanding anything in Section 9.3(b) to the contrary contained hereincontrary, in the event of any casualty to any Project or any Taking of part of any Project, Administrative Agent agrees to make available the Casualty Proceeds to restoration of the Project if (i) no Event of Default exists, (ii) all Casualty Proceeds are deposited with Administrative Agent, (iii) in Administrative Agent's reasonable judgment, the amount of Casualty Proceeds, together with additional amounts, if in connection any, deposited by Borrower with a Casualty any insurance carrier makes a payment under a property insurance Policy that Borrower proposes be treated as business or rental interruption insuranceAdministrative Agent, then, notwithstanding any designation (or lack available for restoration of designation) by the insurance carrier as to the purpose of such payment, as between Lender and Borrower, such payment shall not be treated as business or rental interruption Insurance Proceeds unless Borrower has demonstrated to Lender’s satisfaction that the remaining Net Proceeds that will be received from the property insurance carriers are Project is sufficient to pay 100% the full and complete costs of such restoration, (iv) the casualty or Taking will not require residential units at the affected Project comprising in the aggregate more than fifteen percent (15%) of the cost occupancy space at the Project to become vacant during the restoration, (v) the income to Borrowers from such affected Project (excluding the effect of fully restoring business interruption or rent loss insurance) will not decrease more than fifteen percent (15%) as a result of such casualty or Taking, (vi) in Administrative Agent's sole determination, the Improvements orObligations will not exceed seventy-five percent (75%) of the fair market value of the Project (based upon Administrative Agent's allocation of the Loan to such Project) after completion of restoration but prior to any re-tenanting, (vii) in Administrative Agent's reasonable determination, the affected Project can be restored to an architecturally and economically viable project in compliance with applicable Laws, and (viii) in Administrative Agent's reasonable determination, such restoration is likely to be completed not later than six (6) months prior to the Termination Date. (d) Notwithstanding the foregoing, if such Net the damage to the Project does not exceed $1,250,000, and so long as no Default has occurred and is continuing, Borrowers shall be entitled to receive the Casualty Proceeds are to be applied repay the Loan in accordance with the terms hereofattributable thereto, provided, however, that Borrowers shall use the Casualty Proceeds to restore or rebuild the Project in all material respects to its condition prior to such remaining Net Proceeds will be sufficient to pay off the Loan in fullcasualty or Taking.

Casualty Proceeds. (a) Subject All Casualty Proceeds (for collateral purposes) are hereby assigned by Borrower and each other Credit Party to Section 5.2.3(b), payments received on account of the business interruption insurance specified in Subsection 5.1.1(a)(iii) above shall be deposited directly into the Casualty and Condemnation Account. Notwithstanding the last sentence of Section 5.1.1(a)(iii) aboveAdministrative Agent, and provided that no Event of Default shall exist and remain uncured, proceeds received by Lender on account of business Borrower or rental interruption or other loss of income insurance specified in Section 5.1.1(a)(iii) above shall be (a) during the continuance of a Cash Trap Period, deposited by Lender into the Cash Management Account (in installments relating to the relevant period) to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant periodCredit Party, as determined by Lender in good faith and applicable, shall have the right to collect any such proceeds shall be applied by Lender in accordance with Section 6.11 hereof and (b) provided that no Cash Trap Period is continuing, held by Lender and disbursed to Borrower (in installments relating to the relevant period) to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant period, as determined by Lender in good faith. All other such proceeds not reflecting a replacement for lost Rents shall be held by Lender and disbursed in accordance with Section 5.3 hereofpayments. (b) Notwithstanding anything In the event of any casualty the Casualty Proceeds with respect to which are $50,000 or less, subject to the contrary contained hereinrequirements of any Operating Agreement, if in connection with a such Casualty any insurance carrier makes a payment under a property insurance Policy that Borrower proposes Proceeds shall be treated as business or rental interruption insurance, then, notwithstanding any designation (or lack of designation) deposited into the Lockbox Account and shall be made available for use by the insurance carrier as applicable Credit Party to pay or recover the costs of restoring, repairing, or replacing the affected Property. To the extent not so used within twelve (12) months of the date of such casualty, such Credit Party’s interest in such Casualty Proceeds shall be deemed to be Cash Receipts received within such 12th month (and the interest of any joint interest owners in such Casualty Proceeds shall be released to such owners). (c) In the event of any casualty the Casualty Proceeds with respect to which are greater than $50,000, subject to the purpose requirements of any Operating Agreement, (i) the applicable Credit Party shall deposit such paymentCasualty Proceeds upon receipt into an account to be established at the Lockbox Bank controlled by Administrative Agent (the “Casualty Proceeds Account”), as between Lender (ii) such Credit Party shall deliver within thirty (30) days, a written report from an engineering firm acceptable to Administrative Agent describing the nature of the casualty, the nature of any restoration required, and Borrower, such payment shall not be treated as business or rental interruption Insurance Proceeds unless Borrower has demonstrated to Lender’s satisfaction that the remaining Net Proceeds that will be received from the property insurance carriers are sufficient to pay 100% a good faith estimate of the cost of fully restoring such restoration, and (iii) the Improvements orproceeds shall be disbursed from the Casualty Proceeds Account for such restoration in accordance with procedures reasonably determined by the Lenders consistent with construction loan funding principles. Notwithstanding the foregoing, if such Net Casualty Proceeds are greater than $1,500,000, and if the Lenders in their sole discretion determine that the remediation is not in their best interests, given the cost of such restoration and the effect such restoration would have on the amount and timing of repayment of the Loans, then the Lenders may apply the applicable Credit Party’s interest in such Casualty Proceeds to be applied repay the Loan prepayment of the outstanding principal balance and accrued interest of the Loans and the other Indebtedness, whether or not such Indebtedness is then due and payable (and shall release any joint interest owner’s interest in accordance with the terms hereof, that such remaining Net Casualty Proceeds will be sufficient to pay off the Loan in fullsuch owner).

Casualty Proceeds. No later than five (a5) Subject Business Days following the date of receipt by the Borrower of Net Cash Proceeds from any Casualty Event relating to Section 5.2.3(b), payments received on account Property of the business interruption insurance specified Borrower other than inventory held for (x) sale in Subsection 5.1.1(a)(iiithe Ordinary Course of Business or (y) above shall be deposited directly into the Casualty and Condemnation Account. Notwithstanding the last sentence of Section 5.1.1(a)(iii) above, and provided that no Event of Default shall exist and remain uncured, proceeds received by Lender on account of business or rental interruption maintenance or other loss operational purposes in the Ordinary Course of income insurance specified Business, the Borrower shall apply 100% of the Net Cash Proceeds from such Casualty Event to prepay the Loans; provided that: (i) in Section 5.1.1(a)(iii) above shall be (a) during the continuance case of a Cash Trap Period, deposited by Lender into the Cash Management Account (in installments Casualty Event relating to the relevant periodBrazil Collateral or, to the extent securing the Export Prepayment Facility on a first-lien basis, the Belo Amanhã Farm and Ouro Verde Farm (such collateral, the “Farms”), the Borrower shall be permitted either to: (A) apply the Net Cash Proceeds resulting from such Casualty Event received by the Borrower to prepay any Debt under the BNDES Facility or Export Prepayment Facility, as applicable, if and to the extent secured, on a first lien basis, by such Brazil Collateral or Farms, as applicable (it being understood, however, that to the extent such proceeds Debt so prepaid is less than the amount of Net Cash Proceeds so received, the Borrower shall not be relieved of its obligation to make a mandatory prepayment pursuant to this Section 3.4(b)), or (or a portion thereofB) reflect a replacement for lost Rents use such Net Cash Proceeds resulting from such Casualty Event to restore the affected Property (provided, that, prior to the date of receipt by the Borrower of such Net Cash Proceeds, in the case of clause (A), the Borrower has delivered to the Initial Lender, for the relevant periodbenefit of all Lenders, as determined written notice of its intention to make such prepayment and, in the case of clause (B), that the Borrower has delivered to the Initial Lender, for the benefit of all Lenders, a Casualty Certificate stating that it intends to use such Net Cash Proceeds to restore the affected Property), it being understood that, if, within one (1) year after the receipt by Lender in good faith and such proceeds shall be applied by Lender in accordance with Section 6.11 hereof and (b) provided that no the Borrower thereof, any of the Net Cash Trap Period is continuing, held by Lender and disbursed to Borrower (in installments Proceeds resulting from a Casualty Event relating to the relevant Brazil Collateral or the Farms, as applicable, have not been applied to prepay such Debt under the BNDES Facility or Export Prepayment Facility, as applicable, or used to restore such affected Property, then Borrower shall, within five (5) Business Days of the expiration of such one (1) year period, apply such Net Cash Proceeds to prepay the Loans; and (ii) in the case of a Casualty Event relating to any Property of the Borrower other than the Collateral or the Farms (such property, “Other Borrower Property”), the Borrower shall be permitted to reinvest such Net Cash Proceeds to restore such affected Other Borrower Property, if and for so long as: (A) such Net Cash Proceeds do not, when aggregated with any other Net Cash Proceeds of Casualty Events relating to Other Borrower Property reinvested pursuant to this clause (ii), exceed U.S.$10,000,000; and (B) the Borrower has delivered to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents Initial Lender, for the relevant benefit of all Lenders, a Casualty Certificate prior to the date of receipt by the Borrower of such Net Cash Proceeds stating that it intends to use such Net Cash Proceeds to restore the affected Property (it being understood that, if, within 180 days after the receipt by the Borrower thereof, any of the Net Cash Proceeds resulting from a Casualty Event have not been used to restore such affected Other Borrower Property, then Borrower shall, within five (5) Business Days of the expiration of such 180-day period, as determined by Lender in good faith. All other such proceeds not reflecting a replacement for lost Rents shall be held by Lender and disbursed in accordance with Section 5.3 hereof. (b) Notwithstanding anything to the contrary contained herein, if in connection with a Casualty any insurance carrier makes a payment under a property insurance Policy that Borrower proposes be treated as business or rental interruption insurance, then, notwithstanding any designation (or lack of designation) by the insurance carrier as to the purpose of such payment, as between Lender and Borrower, such payment shall not be treated as business or rental interruption Insurance Proceeds unless Borrower has demonstrated to Lender’s satisfaction that the remaining Net Proceeds that will be received from the property insurance carriers are sufficient to pay 100% of the cost of fully restoring the Improvements or, if apply such Net Cash Proceeds are to be applied repay prepay the Loan in accordance with the terms hereof, that such remaining Net Proceeds will be sufficient to pay off the Loan in fullLoans).

Casualty Proceeds. (a) Subject to Section 5.2.3(b), payments received on account Borrowers shall notify Administrative Agent promptly of the business interruption insurance specified in Subsection 5.1.1(a)(iii) above shall be deposited directly into commencement or threat of any Taking of the Casualty and Condemnation Account. Notwithstanding Projects or any portion thereof or of the last sentence occurrence of Section 5.1.1(a)(iii) above, and provided that no Event of Default shall exist and remain uncured, proceeds received by Lender on account of business or rental interruption or other loss of income insurance specified in Section 5.1.1(a)(iii) above shall be (a) during the continuance of a Cash Trap Period, deposited by Lender into the Cash Management Account (in installments relating any casualty with respect to the relevant period) to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant period, as determined by Lender in good faith and such proceeds shall be applied by Lender in accordance with Section 6.11 hereof and (b) provided that no Cash Trap Period is continuing, held by Lender and disbursed to Borrower (in installments relating to the relevant period) to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant period, as determined by Lender in good faith. All other such proceeds not reflecting a replacement for lost Rents shall be held by Lender and disbursed in accordance with Section 5.3 hereofany Project. (b) Subject to the provisions of Section 9.4 below, Administrative Agent may elect to collect, retain and apply against the Obligations of Borrowers under this Agreement or any of the other Financing Documents all proceeds of insurance resulting from any loss at any Project or of any Taking of all or any portion of a Project (individually and collectively referred to as "Casualty Proceeds") after deduction of all expenses of collection and settlement, including attorneys' and adjusters' fees and charges. If any insurance proceeds are paid by check, draft or other instrument payable to any Borrower and Administrative Agent jointly, such Borrower authorizes Administrative Agent to endorse such Borrower's name thereon and do such other things as Administrative Agent may deem advisable to reduce the same to cash. Administrative Agent is authorized and empowered, and each Borrower hereby irrevocably appoints Administrative Agent as its (or their) attorney-in-fact (such appointment is coupled with an interest), at Administrative Agent's option, to make or file proofs of loss or damage and to settle and adjust any claim under insurance policies which insure against such risks, or to direct Borrowers, in writing, to agree with the insurance carrier(s) on the amount to be paid in regard to such loss. Any Casualty Proceeds remaining after repayment of the Obligations shall be paid by Administrative Agent to Borrowers. (c) Notwithstanding anything in Section 9.3(b) to the contrary contained hereincontrary, in the event of any casualty to any Project or any Taking of part of any Project, Administrative Agent agrees to make available the Casualty Proceeds to restoration of the Project if (i) no Event of Default exists, (ii) all Casualty Proceeds are deposited with Administrative Agent, (iii) in Administrative Agent's reasonable judgment, the amount of Casualty Proceeds, together with additional amounts, if in connection any, deposited by Borrower with a Casualty any insurance carrier makes a payment under a property insurance Policy that Borrower proposes be treated as business or rental interruption insuranceAdministrative Agent, then, notwithstanding any designation (or lack available for restoration of designation) by the insurance carrier as to the purpose of such payment, as between Lender and Borrower, such payment shall not be treated as business or rental interruption Insurance Proceeds unless Borrower has demonstrated to Lender’s satisfaction that the remaining Net Proceeds that will be received from the property insurance carriers are Project is sufficient to pay 100% the full and complete costs of such restoration, (iv) the casualty or Taking will not require more than twenty percent (20%) of the cost occupancy space at the Project to become vacant during the restoration, (v) the income to Borrowers from such affected Project (excluding the effect of fully restoring business interruption or rent loss insurance) will not decrease more than twenty percent (20%) as a result of such casualty or Taking, (vi) the Improvements orincome (excluding the effect of business interruption or rent loss insurance) to the Licensed Operator of the Licensed Locations, if different from Borrowers, will not decrease more than twenty percent (20%) as a result of such Net Proceeds are casualty or Taking, (vii) in Administrative Agent's sole determination, the Allocated Loan Amount for such Project will not exceed seventy-five percent (75%) of the fair market value of the Project after completion of restoration but prior to any re-tenanting, (viii) in Administrative Agent's reasonable determination, the affected Project can be restored to an architecturally and economically viable project in compliance with applicable Laws, and (ix) in Administrative Agent's reasonable determination, such restoration is likely to be applied repay completed not later than six (6) months prior to the Termination Date. (d) Notwithstanding the foregoing, if the damage to the Project does not exceed twelve percent (12%) of the Allocated Loan in accordance with Amount for such Project, and so long as no Default has occurred and is continuing, Borrowers shall be entitled to receive the terms hereofCasualty Proceeds attributable thereto, provided, however, that Borrowers shall use the Casualty Proceeds to restore or rebuild the Project in all material respects to its condition prior to such remaining Net Proceeds will be sufficient to pay off the Loan in fullcasualty or Taking.

Casualty Proceeds. (a) Subject to Section 5.2.3(b), payments received on account of the business interruption insurance specified in Subsection 5.1.1(a)(iii) above shall be deposited directly into the Casualty and Condemnation Account. Notwithstanding the last sentence of Section 5.1.1(a)(iii) above, and provided that no Event of Default shall exist and remain uncured, proceeds received by Lender on account of business or rental interruption or other loss of income insurance specified in Section 5.1.1(a)(iii) above shall be (a) during the continuance of a Cash Trap Period, deposited by Lender into the Cash Management Account (in installments relating to the relevant period) to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant period, as determined by Lender in good faith and such proceeds shall be applied by Lender in accordance with Section 6.11 hereof hereof, and (b) provided that no Cash Trap Period is continuingSweep Event shall have occurred, held by Lender and disbursed to Borrower (in installments relating to the relevant period) to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant period, as determined by Lender in good faith. All other such proceeds not reflecting a replacement for lost Rents shall be held by Lender and disbursed in accordance with Section 5.3 hereof. (b) Notwithstanding anything to the contrary contained herein, if in connection with a Casualty any insurance carrier makes a payment under a property insurance Policy that Borrower proposes be treated as business or rental interruption insurance, then, notwithstanding any designation (or lack of designation) by the insurance carrier as to the purpose of such payment, as between Lender and Borrower, such payment shall not be treated as business or rental interruption Insurance Proceeds unless Borrower has demonstrated to Lender’s satisfaction that the remaining Net Proceeds that will be received from the property insurance carriers are sufficient to pay one hundred percent (100% %) of the cost of fully restoring the Improvements or, if such Net Proceeds are to be applied repay the Loan in accordance with the terms hereof, that such remaining Net Proceeds will be sufficient to pay off the Loan in full.

Casualty Proceeds. (a) Subject to Section 5.2.3(b), payments received on account of the business interruption insurance specified in Subsection 5.1.1(a)(iii) above shall be deposited directly into the Casualty and Condemnation Account. Notwithstanding the last sentence of Section 5.1.1(a)(iii) above, and provided that So long as no Event of Default shall exist have occurred and remain uncuredbe continuing, the Company may elect (by delivering written notice to the Administrative Agent) to use the proceeds received by Lender on account (or required to be delivered to) the Administrative Agent in respect of a Casualty Event (other 39 than proceeds of business or rental interruption or other loss of income insurance specified which shall be applied as set forth in Section 5.1.1(a)(iii2.10(b)) above shall be affecting any Property of the Company (a) during the continuance other than in respect of a Cash Trap Period, deposited by Lender into the Cash Management Account (in installments relating to the relevant periodInventory) to replace, repair or restore such Property to substantially the extent equivalent condition prior to such Casualty Event. If the Company does not elect to use or is not entitled to use such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant periodas set forth above, as determined by Lender in good faith and then such proceeds shall be applied by Lender as provided in accordance with Section 6.11 hereof and (b) provided that no Cash Trap Period is continuing, held by Lender and disbursed to Borrower (in installments relating to the relevant period) to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant period, as determined by Lender in good faith. All other such proceeds not reflecting a replacement for lost Rents shall be held by Lender and disbursed in accordance with Section 5.3 hereof2.10(b). (b) Notwithstanding anything If the Company properly elects to use proceeds of a Casualty Event for the repair, replacement or restoration of Property as provided in subsection (a) above and so long as no Event of Default shall then exist and be continuing, (i) such proceeds shall be applied to the contrary contained hereinreduction of the Loans, if (ii) the Administrative Agent shall set up a reserve against availability under the Commitments equal to such proceeds and (iii) subject to all of the terms and conditions set forth in connection with a Casualty any insurance carrier makes a payment under a property insurance Policy that Borrower proposes be treated as business or rental interruption insurancethis Agreement, thenincluding those set forth in this Section 2.11, notwithstanding any designation (or lack of designation) by the insurance carrier as to Company may request Revolving Credit Loans for the purpose of such paymentrepair, replacement or restoration. The reserve against availability shall be reduced dollar-for-dollar as Revolving Credit Loans are made therefor and, as between Lender a condition to the making of such Revolving Credit Loans, the Administrative Agent may require the delivery to it of executed purchase orders, delivery receipts or other evidence of such repair, replacement or restoration. Prior to the commencement of any such repair, replacement or restoration, the Company shall provide the Administrative Agent with a plan and Borrowertotal budget therefor which, such payment in the case of real property repair or restoration, shall not (unless otherwise agreed by the Administrative Agent) be treated as business or rental interruption Insurance Proceeds unless Borrower has demonstrated certified by an experienced independent third party acceptable to Lender’s satisfaction that the remaining Net Proceeds that will be received from the property insurance carriers are sufficient to pay 100% of Administrative Agent (the cost of fully restoring which shall be paid by the Improvements orCompany). If there are insufficient proceeds in respect of such Casualty Event to cover the cost of such repair, if replacement or restoration, the Company shall be responsible for the amount of any such Net Proceeds are insufficiency (which can be, subject to be applied repay the Loan in accordance with the terms and conditions hereof, that such remaining Net Proceeds will be sufficient to pay off from proceeds from the Loan in fullRevolving Credit Loans).

Casualty Proceeds. (a) Subject to Section 5.2.3(b), payments received on account Borrowers shall notify Agent promptly of the business interruption insurance specified in Subsection 5.1.1(a)(iii) above shall be deposited directly into commencement or written threat of any Taking of one or more of the Casualty and Condemnation Account. Notwithstanding Projects or any portion thereof or of the last sentence occurrence of Section 5.1.1(a)(iii) above, and provided that no Event of Default shall exist and remain uncured, proceeds received by Lender on account of business or rental interruption or other loss of income insurance specified in Section 5.1.1(a)(iii) above shall be (a) during the continuance of a Cash Trap Period, deposited by Lender into the Cash Management Account (in installments relating any casualty with respect to the relevant period) to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant period, as determined by Lender in good faith and such proceeds shall be applied by Lender in accordance with Section 6.11 hereof and (b) provided that no Cash Trap Period is continuing, held by Lender and disbursed to Borrower (in installments relating to the relevant period) to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant period, as determined by Lender in good faith. All other such proceeds not reflecting a replacement for lost Rents shall be held by Lender and disbursed in accordance with Section 5.3 hereofany Project. (b) Subject to the provisions of Section 9.4 below, Agent may elect to collect, retain and apply against the Obligations of Borrowers under this Agreement or any of the other Financing Documents all proceeds of insurance resulting from any loss at any Project or of any Taking of all or any portion of a Project (individually and collectively referred to as “Casualty Proceeds”) after deduction of all expenses of collection and settlement, including attorneys’ and adjusters’ fees and charges. If any insurance proceeds are paid by check, draft or other instrument payable to any Borrower and Agent jointly, such Borrower authorizes Agent to endorse such Borrower’s name thereon and do such other things as Agent may deem advisable to reduce the same to cash. Agent is authorized and empowered, and each Borrower hereby irrevocably appoints Agent as its (or their) attorney-in-fact (such appointment is coupled with an interest), at Agent’s option, to make or file proofs of loss or damage and to settle and adjust any claim under insurance policies which insure against such risks, or to direct Borrowers, in writing, to agree with the insurance carrier(s) on the amount to be paid in regard to such loss which such power of attorney will automatically terminate on the Termination Date. Any Casualty Proceeds remaining after repayment of the Obligations shall be paid by Agent to Borrowers. (c) Notwithstanding anything in Section 9.3(b) to the contrary contained hereincontrary, in the event of any casualty to any Project, Agent agrees to make available the Casualty Proceeds to restoration of the Project if (i) no Event of Default exists, (ii) all Casualty Proceeds are deposited with Agent, (iii) in connection with a Agent’s reasonable judgment, the amount of Casualty any insurance carrier makes a payment under a property insurance Policy that Borrower proposes be treated as business or rental interruption insurance, then, notwithstanding any designation (or lack Proceeds available for restoration of designation) by the insurance carrier as to the purpose of such payment, as between Lender and Borrower, such payment shall not be treated as business or rental interruption Insurance Proceeds unless Borrower has demonstrated to Lender’s satisfaction that the remaining Net Proceeds that will be received from the property insurance carriers are Project is sufficient to pay 100% the full and complete costs of such restoration or if insufficient, Borrower deposits with Lender the deficiency, and that Borrower is likely to achieve the levels of Net Operating Income that existed prior to the casualty for the affected Project within twelve (12) months following the substantial completion of the cost restoration of fully restoring the Improvements orProject, if (iv) no Operating Lease or Management Agreement pertaining to the affected Project is or will be terminated as a result of such Net Proceeds are casualty, and each Operator under an applicable Operating Lease or Management Agreement for the affected Project shall have reaffirmed its Operating Lease or Management Agreement and continuing obligation to be applied repay the Loan pay rent in accordance with the terms hereofof the Operating Lease or Management Agreement, without offset or recoupment, upon restoration of the Project (and during the restoration if so required under the Operating Lease or Management Agreement), (v) the Net Operating Income from the affected Project (taking into account the effect of business interruption or rent loss insurance) will not decrease more than thirty five percent (35%) as a result of such casualty after such restoration has been completed, (vi) the Net Operating Income from all Projects (taking into account the effect of business interruption or rent loss insurance) will not decrease more than twenty percent (20%) as a result of such casualty after such restoration has been completed, (vii) in Agent’s reasonable determination or upon a current appraisal obtained by Agent, the Obligations will not exceed sixty-five percent (65%) of the fair market value of the Project after completion of restoration but prior to any re-tenanting, (viii) in Agent’s reasonable determination, the affected Project can be restored to an architecturally and economically viable project in compliance with applicable Laws in all material respects, (ix) each Guarantor, if any, reaffirms any Guarantee and any other Financing Document to which it is a party, in writing, (x) in Agent’s reasonable determination, such restoration is likely to be completed not later than twelve (12) months prior to the Termination Date, and (xi) the Borrowers provide Agent an updated insurance certificate indicating that all required insurance hereunder in respect of the Projects, including business interruption insurance, has been extended to a date that is no less than twelve (12) months from the date such restoration is completed. (d) Notwithstanding the foregoing, if the damage to the Project does not exceed $750,000.00, and so long as no Event of Default is continuing, Borrowers shall be entitled to receive and Agent (to the extent received by Agent) shall make available to Borrower the Casualty Proceeds attributable thereto, provided, however, that Borrowers shall use the Casualty Proceeds to restore or rebuild the Project to its condition prior to such remaining Net Proceeds will be sufficient to pay off the Loan in fullcasualty or Taking.

Casualty Proceeds. (a) Subject to Section 5.2.3(b), payments received on account Borrowers shall notify Agent promptly of the business interruption insurance specified in Subsection 5.1.1(a)(iii) above shall be deposited directly into commencement or threat of any Taking of one or more of the Casualty and Condemnation Account. Notwithstanding Projects or any portion thereof or of the last sentence occurrence of Section 5.1.1(a)(iii) above, and provided that no Event of Default shall exist and remain uncured, proceeds received by Lender on account of business or rental interruption or other loss of income insurance specified in Section 5.1.1(a)(iii) above shall be (a) during the continuance of a Cash Trap Period, deposited by Lender into the Cash Management Account (in installments relating any casualty with respect to the relevant period) to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant period, as determined by Lender in good faith and such proceeds shall be applied by Lender in accordance with Section 6.11 hereof and (b) provided that no Cash Trap Period is continuing, held by Lender and disbursed to Borrower (in installments relating to the relevant period) to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant period, as determined by Lender in good faith. All other such proceeds not reflecting a replacement for lost Rents shall be held by Lender and disbursed in accordance with Section 5.3 hereofany Project. (b) Subject to the provisions of Section 9.3(d) and 9.4 below, Agent may elect to collect, retain and apply against the Obligations of Borrowers under this Agreement or any of the other Financing Documents all proceeds of insurance resulting from any loss at any Project or of any Taking of all or any portion of a Project (individually and collectively referred to as “Casualty Proceeds”) after deduction of all expenses of collection and settlement, including attorneys’ and adjusters’ fees and charges. If any insurance proceeds are paid by check, draft or other instrument payable to any Borrower and Agent jointly, such Borrower authorizes Agent to endorse such Borrower’s name thereon and do such other things as Agent may deem advisable to reduce the same to cash. Agent is authorized and empowered, and each Borrower hereby irrevocably appoints Agent as its (or their) attorney-in-fact (such appointment is coupled with an interest), at Agent’s option, to make or file proofs of loss or damage and to settle and adjust any claim under insurance policies which insure against such risks, or to direct Borrowers, in writing, to agree with the insurance carrier(s) on the amount to be paid in regard to such loss. Any Casualty Proceeds remaining after repayment of the Obligations shall be paid by Agent to Borrowers. (c) Notwithstanding anything in Section 9.3(b) to the contrary contained hereincontrary, in the event of any casualty to any Project, Agent agrees to make available the Casualty Proceeds to restoration of the Project if (i) no Event of Default exists or would likely occur during the restoration period, (ii) all Casualty Proceeds are deposited with Agent, (iii) in connection with a Agent’s reasonable judgment, the amount of Casualty any insurance carrier makes a payment under a property insurance Policy that Borrower proposes be treated as business or rental interruption insurance, then, notwithstanding any designation (or lack Proceeds available for restoration of designation) by the insurance carrier as to the purpose of such payment, as between Lender and Borrower, such payment shall not be treated as business or rental interruption Insurance Proceeds unless Borrower has demonstrated to Lender’s satisfaction that the remaining Net Proceeds that will be received from the property insurance carriers are Project is sufficient to pay 100% the full and complete costs of such restoration, and that Borrower is likely to achieve the levels of Net Operating Income that existed prior to the casualty for the affected Project within twelve (12) months following the substantial completion of the cost restoration of fully restoring the Improvements orProject, if (iv) no Operating Lease pertaining to the affected Project is or will be terminated as a result of such Net Proceeds are casualty, and each Operator under an applicable Operating Lease for the affected Project shall have reaffirmed its Operating Lease and continuing obligation to be applied repay the Loan pay rent in accordance with the terms hereofof the Operating Lease, without offset or recoupment, upon restoration of the Project (and during the restoration if so required under the Operating Lease), (v) the Net Operating Income from the affected Project (taking into account the effect of business interruption or rent loss insurance) will not decrease more than thirty five percent (35%) as a result of such casualty, (vi) the Net Operating Income from all Projects, if applicable (taking into account the effect of business interruption or rent loss insurance), will not decrease more than twenty percent (20%) as a result of such casualty, (vii) in Agent’s sole CHICAGO/#2321168.11 determination, the Obligations will not exceed seventy-five percent (75%) of the fair market value of the Project after completion of restoration but prior to any re-tenanting, (viii) in Agent’s reasonable determination, the affected Project can be restored to an architecturally and economically viable project in compliance with applicable Laws, (ix) each Guarantor, if any, reaffirms any Guarantee and any other Financing Document to which it is a party, in writing, (x) in Agent’s reasonable determination, such restoration is likely to be completed not later than twelve (12) months prior to the Termination Date, and (xi) the Borrowers provide Agent an updated insurance certificate indicating that all required insurance hereunder in respect of the Projects, including business interruption insurance, has been extended to a date that is no less than twelve (12) months from the date such restoration is completed. (d) Notwithstanding the foregoing, if the damage to the Project does not exceed $250,000, and so long as no Default has occurred and is continuing, Borrowers shall be entitled to receive the Casualty Proceeds attributable thereto, provided, however, that Borrowers shall use the Casualty Proceeds to restore or rebuild the Project to its condition prior to such remaining Net Proceeds will be sufficient to pay off the Loan in fullcasualty or Taking.

Casualty Proceeds. (a) Subject to Section 5.2.3(b), payments received on account of the business interruption insurance specified in Subsection 5.1.1(a)(iii) above shall be deposited directly into the Casualty and Condemnation Account. Notwithstanding the last sentence of Section 5.1.1(a)(iii) above, and provided that no Event of Default shall exist and remain uncured, proceeds received by Lender on account of business or rental interruption or other loss of income insurance specified in Section 5.1.1(a)(iii) above shall be (a) during the continuance of a Cash Trap Management Period, deposited by Lender into the Cash Management Account (in installments relating to the relevant period) to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant period, as reasonably determined by Lender in good faith and such proceeds shall be applied by Lender in accordance with Section 6.11 hereof and (b) provided that no Cash Trap Management Period is shall have occurred and be continuing, held by Lender and disbursed to Borrower (in installments relating to the relevant period) to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant period, as determined by Lender in good faith. All other such proceeds not reflecting a replacement for lost Rents shall be held by Lender and disbursed in accordance with Section 5.3 37 hereof. (b) Notwithstanding anything to the contrary contained herein, if in connection with a Casualty any insurance carrier makes a payment under a property insurance Policy that Borrower proposes be treated as business or rental interruption insurance, then, notwithstanding any designation (or lack of designation) by the insurance carrier as to the purpose of such payment, as between Lender and Borrower, such payment shall not be treated as business or rental interruption Insurance Proceeds unless Borrower has demonstrated to Lender’s satisfaction that the remaining Net Proceeds that will be received from the property insurance carriers are sufficient to pay 100% of the cost of fully restoring the Improvements or, if such Net Proceeds are to be applied repay the Loan in accordance with the terms hereof, that such remaining Net Proceeds will be sufficient to pay off the Loan in full.

Casualty Proceeds. (a) Subject to Section 5.2.3(b), payments received on account Borrower shall notify Administrative Agent promptly of the business interruption insurance specified in Subsection 5.1.1(a)(iii) above shall be deposited directly into commencement or threat of any Taking of any Property or any portion thereof or of the Casualty and Condemnation Account. Notwithstanding the last sentence occurrence of Section 5.1.1(a)(iii) above, and provided that no Event of Default shall exist and remain uncured, proceeds received by Lender on account of business or rental interruption or other loss of income insurance specified in Section 5.1.1(a)(iii) above shall be (a) during the continuance of a Cash Trap Period, deposited by Lender into the Cash Management Account (in installments relating any casualty with respect to the relevant period) to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant period, as determined by Lender in good faith and such proceeds shall be applied by Lender in accordance with Section 6.11 hereof and (b) provided that no Cash Trap Period is continuing, held by Lender and disbursed to Borrower (in installments relating to the relevant period) to the extent such proceeds (or a portion thereof) reflect a replacement for lost Rents for the relevant period, as determined by Lender in good faith. All other such proceeds not reflecting a replacement for lost Rents shall be held by Lender and disbursed in accordance with Section 5.3 hereofany Property. (b) Subject to the provisions of Section 9.4 below, Administrative Agent may elect to collect, retain and apply against the Obligations of Borrower under this Agreement or any of the other Financing Documents all proceeds of insurance resulting from any loss at any Property or of any Taking of all or any portion of a Property (individually and collectively referred to as "CASUALTY PROCEEDS") after deduction of all expenses of collection and settlement, including reasonable attorneys' and adjusters' fees and charges. Any Casualty Proceeds remaining after repayment of the Obligations shall be paid by Administrative Agent to Borrower. (c) Notwithstanding anything in Section 9.3(b) to the contrary contained hereinand subject to the terms of the applicable Property Lease, in the event of any casualty to any Property or any Taking of part of any Property, Administrative Agent agrees to make available the Casualty Proceeds to restoration of such Property if (i) no Event of Default exists, (ii) all Casualty Proceeds are deposited with Administrative Agent, (iii) in Administrative Agent's reasonable judgment, the amount of Casualty Proceeds available for restoration of such Property is sufficient to pay the full and complete costs of such restoration, (iv) the related Property Lease in effect at the time of such casualty or Taking will not be terminated as a result of such casualty or Taking, (v) the casualty or Taking will not render such Property unsuitable for the use described in the related Property Lease, (vi) in Administrative Agent's reasonable determination, such Property can be restored to an architecturally and economically viable Property in compliance with applicable Laws, (vii) each Guarantor, if any, reaffirms any Financing Documents Guarantee and any other Financing Document to which it is a party, in writing, and (viii ) in Administrative Agent's reasonable determination, such restoration is likely to be completed not later than six (6) months prior to the Termination Date. (d) Notwithstanding the foregoing, if the damage to a Property does not exceed $250,000, and so long as no Default has occurred and is continuing, Borrower shall be entitled to receive the Casualty Proceeds attributable thereto, provided, however, that Borrower shall use the Casualty Proceeds to restore or rebuild such Property to its condition prior to such casualty or Taking. (e) If in connection with any casualty to a Casualty Property or any insurance carrier makes Taking of part of a payment Property the related Property Lessee exercises its option under the related Property Lease to purchase (and in fact does purchase) such Property from the applicable Restricted Subsidiary, Borrower shall, or shall cause such Restricted Subsidiary to, pay to Administrative Agent, by deposit to the Payment Account, (i) if no Default or Event of Default shall have occurred and be continuing, an amount equal to the lesser of (x) a property insurance Policy portion of the purchase price received from or on behalf of such Property Lessee in an amount such that, after giving effect to the application of such amount to the reduction of the Revolving Loans and the deletion of such Property from the calculation of the Borrowing Base, the Revolving Loan Outstandings would be less than or equal to the Borrowing Base and (y) the amount of such purchase price and (ii) if a Default or an Event of Default shall have occurred and be continuing, an amount equal the amount of such purchase price; provided, that Borrower proposes be treated as business if the Revolving Loan Outstandings exceed the Borrowing Base (after giving effect to the repayment of the Revolving Loans or rental interruption insurance, then, notwithstanding any designation the cash collateralization of Letter of Credit Liabilities with such purchase price (or lack portion thereof) deposited in the Payment Account and the removal of designation) by such Property from the insurance carrier as calculation of the Borrowing Base), Borrower shall deposit to the purpose Payment Account the amount of such paymentexcess; provided, as between Lender further, that nothing contained in this section shall affect Borrower's obligations under Section 2.2(b). Such purchase price (or portion thereof) and amount, if any, from Borrower deposited to the Payment Account shall be applied to repay the Revolving Loans or to cash collateralize Letter of Credit Liabilities. Upon deposit to the Payment Account of such purchase price (or portion thereof) and amounts, if any, from Borrower, Administrative Agent shall, at Borrower's expense, take all such payment shall not be treated as business action reasonably requested by Borrower to release any Lien granted to or rental interruption Insurance Proceeds unless Borrower has demonstrated held by Administrative Agent with respect to Lender’s satisfaction that the remaining Net Proceeds that will be received from the property insurance carriers are sufficient to pay 100% of the cost of fully restoring the Improvements or, if such Net Proceeds are to be applied repay the Loan in accordance with the terms hereof, that such remaining Net Proceeds will be sufficient to pay off the Loan in fullProperty under any Security Document.